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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 7, 2004
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
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1-9513 CMS ENERGY CORPORATION 38-2726431
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
1-5611 CONSUMERS ENERGY COMPANY 38-0442310
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 7, 2004, CMS Energy Corporation ("CMS Energy") entered into an
Underwriting Agreement with Citigroup Global Markets Inc., J.P. Morgan
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche
Bank Securities Inc., Goldman, Sachs & Co., Wachovia Capital Markets, LLC, BNP
Paribas Securities Corp., Comerica Securities, Inc., Daiwa Securities America
Inc., KeyBanc Capital Markets, a division of McDonald Investments Inc. and Wells
Fargo Securities, LLC (the "Underwriters") pursuant to which CMS Energy agreed
to issue and sell to the Underwriters 28.5 million shares of CMS Energy common
stock, $0.01 par value per share (the "Common Stock"). CMS Energy also granted
the Underwriters a 30-day option to purchase up to 4,275,000 additional shares
of Common Stock.
On October 13, 2004, CMS Energy closed on the sale of 28.5 million shares of
Common Stock at a price to the public of $9.10 per share. Net proceeds to CMS
Energy after underwriting discounts and commissions were $250,272,750. CMS
Energy intends to use the net proceeds of this offering to make capital
infusions into its principal subsidiary, Consumers Energy Company. Pending such
capital infusions, the proceeds will be used for general corporate purposes,
including temporary investments in short-term securities.
The Underwriting Agreement is attached as an exhibit hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
(10) Underwriting Agreement dated October 7, 2004 by and among Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., Wachovia Capital Markets, LLC, BNP Paribas
Securities Corp., Comerica Securities, Inc., Daiwa Securities
America Inc., KeyBanc Capital Markets, a division of McDonald
Investments Inc. and Wells Fargo Securities, LLC as underwriters and
CMS Energy Corporation
This Form 8-K contains "forward-looking statements" as defined in Rule 3b-6 of
the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act
of 1933, as amended, and relevant legal decisions. The forward-looking
statements are subject to risks and uncertainties. They should be read in
conjunction with "FORWARD-LOOKING STATEMENTS AND RISK FACTORS" found in the
MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's Form 10-K/A for
the Fiscal Year Ended December 31, 2003 and Consumers' Form 10-K for the Fiscal
Year Ended December 31, 2003 (both incorporated herein by reference), that
discuss important factors that could cause CMS Energy's and Consumers' results
to differ materially from those anticipated in such statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
CMS ENERGY CORPORATION
Dated: October 13, 2004
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: October 13, 2004
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Ex-10 Underwriting Agreement, dated October 7, 2004